13D: Shareholder Activist v. American Community Properties Trust


Chapman Capital filed a 13D with the SEC yesterday, in which they reiterated their stance that American Community Properties Trust (AMEX: APO), a real estate holding company that –failed to qualify for REIT tax status, a designation that would have added significant shareholder value, considering it would allow the company to avoid paying corporate income taxes, and ensure meaningful dividend payments– owns, manages and develops residential rental properties primarily in Washington DC and Puerto Rico, should liquidate shares at a 25% premium to the current market value.  

Among the complaints are the usual They wouldn’t return our calls… convicted felons on the management roster, etc…

“Despite the fact that ACPT’s predecessor [IGC L.P.] was (and continues to be) headed by your father who at the time of our original investment was a four-count convicted felon (by a jury of his peers after only 15 hours of deliberation in a U.S. District Court, under Section 404 of the federal Clean Water Act violations that landed him an un-served 21-month prison sentence), I included your family’s ownership position and apparent efforts to increase shareholder value among the valid reasons to invest in a highly-undervalued microcap company…”

The company’s most recent Proxy outlines the following sketchy fees collected by the CEO and his father (the four-count convicted felon):

Payments to IBC for Services Provided by J. Michael Wilson
During 2006, ACPT reimbursed IBC $470,000 for [CEO, J. Michael Wilson’s] services provided to ACPT. IBC is owned by the Wilson Group, beneficial owners of 51% of ACPT’s outstanding shares.

Consulting Agreement
…a wholly owned subsidiary of ACPT, entered into a consulting and retirement compensation agreement with James J. Wilson [the father], effective October 5, 1998. The Consulting Agreement provides for annual cash payments during the first two years of $500,000 and annual cash payments for eight years thereafter of $200,000…


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